SETTLEMENT AGREEMENT
                             --------------------



This  Settlement  Agreement made this 30th day of January, 1998 by and between
Eagle  Development  Company,  a Colorado corporation ("Eagle") and Terrence J.
O'Connor,  an  individual  residing  in  Boulder,  Colorado  ("O'Connor").

                                   RECITALS

A.        Eagle is the Plaintiff and O'Connor is the Defendant in that certain
civil  action  pending  in Boulder County District Court known as Civil Action
No.  97  CV  458,  Division  2  (the  "Litigation").
B.      Eagle and O'Connor are members of a Colorado limited liability company
known as Eagles Landing, LLC (the "LLC").  O'Connor is the manager of the LLC.
C.          The  LLC  owns certain improved real property in Jefferson County,
Colorado,  which  contains  an  apartment  house  (the  "Property").
D.     In the Litigation, Eagle alleges that O'Connor has wrongfully failed to
sell  the  Property  as  required  by  the  Operating Agreement of the LLC, as
amended, and that Eagle is owed certain moneys by O'Connor and by the LLC that
O'Connor  has  wrongfully  refused  to  pay  or  cause  to  be  paid.
E.         O'Connor has agreed, in his role as Manager of the LLC, to sell the
Property  and  has  executed on behalf of the LLC a Commercial Contract to Buy
and  Sell  Real Estate dated January ___, 1998 under which The Ezralow Company
and/or  assigns  would purchase the Property for the sum of $15.4 million (the
"Ezralow  Contract").   Eagle has approved the form of the Ezralow Contract at
the  request  of  O'Connor.  O'Connor has advised Eagle that while the Ezralow
Company  has  agreed  on  the  general business terms contained in the Ezralow
Contract,  it  has not signed it but is instead providing comments to O'Connor
on  it.
F.          Eagle  and  O'Connor  have agreed on the terms of a compromise and
settlement  of  Eagle's  claims against O'Connor and the LLC and that O'Connor
will purchase Eagle's interest in the LLC pursuant to the terms and conditions
described  below.
                                   AGREEMENT
1.     Eagle agrees to sell and O'Connor agrees to purchase Eagle's membership
interest  in  the  LLC  for  the consideration and on the terms set out below.
2.          O'Connor will proceed to attempt to close the sale of the Property
pursuant  to the Ezralow Contract.  If the Ezralow Contract does not result in
the  sale of the Property, O'Connor agrees to immediately seek other contracts
for  the  sale  of  the  Property  at  a  price  and on terms that reflect the
then-current  market  value of the Property.  Specifically, O'Connor agrees to
pursue  all  reasonable  offers from interested parties, to conduct sufficient
investigation  on  the  maker of any offer received for a reasonable person to
determine  whether  the  offer has a reasonable chance of being acceptable and
capable  of  resulting  in  a  sale  of  the Property, to assist any potential
purchaser  of  the  property by providing information reasonably necessary for
such  person  to conduct its due diligence as quickly as possible, and to keep
Eagle informed within two business days of the status of his sales efforts and
any  offers  or  contracts  he  has  received.
3.          If  the  Property is not sold pursuant to the Ezralow contract and
O'Connor  is not able by March 15, 1998 to obtain an executed contract to sell
the  Property  to  an  unaffiliated  third-party at a price and on terms which
reflect  the  then-current  market  value  of  the Property, a sales committee
composed of Eagle, O'Connor (or another person designated by him) and a person
agreed  on  by  Eagle  and  O'Connor  or, if they are not able to agree on the
identity  of  any  person,  a  person  selected  by the designees of Eagle and
O'Connor  (each  having  designated  a  person  for the purpose of making such
selection)  (the "Sales Committee") shall assume the responsibility of selling
the  Property.    The Sales Committee shall attempt to sell the Property to an
unaffiliated  third-party  as quickly as reasonably possible at a price and on
terms  which reflect the then-current market value of the Property.  A vote by
any two of the members of the Sales Committee shall constitute the decision of
the  Sales Committee.  O'Connor will follow all directions given to him by the
Sales  Committee,  including  any  directions to execute any contract or other
documents  relating  to  the  sale  of  the  Property.
4.        Eagle and O'Connor will immediately analyze the operating results of
the  Property  and  the other financial results of the LLC from 1/1/97 through
the  present  and  attempt  to agree on the amount of distributable profits to
which  Eagle  is  currently  entitled,  taking  into  account amounts actually
distributed to Members since 1/1/97 and assuming that all Members are entitled
to  pro-rata  distributions.    If  they  are not able to agree on such amount
within  45  days,  Brock & Co. will be directed to conduct a review of the LLC
financial  affairs and records for the calendar year 1997.  It will supplement
that  review  to a date as close as possible to the closing of the sale of the
Property  in  order  to  have a complete review prepared for the period 1/1/97
through  closing  of the sale of the Property.  The amount of Eagle's share of
distributable  profits  (which,  for the purpose of this Settlement Agreement,
shall  assume  that  all profits are distributable with no amount retained for
any purpose except for refundable tenants' deposits and ordinary and necessary
operating  and  third-party  management expenses incurred but unpaid as of the
date of closing, and that the amount in the capital accounts of all members of
the  LLC  on such date is zero ($0), and which shall include any undistributed
profits  existing on 1/1/97) for such period reflected in Brock's review shall
be  paid  by  O'Connor  to Eagle at the time of and out of the proceeds of the
sale  of the Property and, to the extent such proceeds are insufficient to pay
such  amount,  from  O'Connor's  other  assets.    For  the  purpose  of  this
calculation,  the  amount  of any distribution or payment to any Member of the
LLC or any affiliated entity, other than payments for services actually needed
by  the  project  at rates not exceeding market rates and approved by Eagle or
expressly  authorized  by  the  Operating Agreement of the LLC, shall be added
back  to  the  amount  of distributable profits.  The parties will be bound by
Brock's determinations contained in the review.  The LLC shall pay Brock's fee
for  performing the review. For the purpose of determining the amounts payable
to  Eagle  pursuant  to  this paragraph and paragraph 5, no amount owing on or
after  1/1/98  related  to (i) the SID tax liability, (ii) Richard McKay, Home
Place  Land  &  Cattle  Co.,  Inc., a Colorado corporation or any affiliate or
successor  of  either  entity,  or  (iii)  any development, asset, management,
broker's  or  other  fee, commission, overhead, salary or other payment of any
type  to  O'Connor  or  any  entity  affiliated with him, will be deemed to be
payable  by  Eagle, the LLC or the purchaser of the Property.  Any amount paid
by  the  LLC  after  1/1/98  relating  to  any  of  the matters listed in this
paragraph  will be added to the total amount of distributable profits of which
Eagle  is  entitled  to  receive its 40% share pursuant to paragraph 5, below.
The  provisions  of  this  paragraph  reflect the compromise and settlement of
various claims by Eagle and are reflected in the amount O'Connor has agreed to
pay  to  Eagle.
5.      At closing of the sale of the Property, O'Connor shall pay or cause to
be  paid  to  Eagle  (A)  40%  of  the net sale proceeds, defined as the gross
selling  price  less  (i)  brokers'  fees  to brokers unaffiliated with either
party,  with  total  brokers' fees not to exceed a total of 2%, (ii) customary
and  reasonable  closing costs paid to persons unaffiliated with either party,
and  (iii)  amounts owing to Allstate under the permanent loan; (B) the sum of
$262,500  payable  from  O'Connor's  share of the closing proceeds and, to the
extent  such  proceeds  are  insufficient  to pay such amount, from O'Connor's
other  assets;  and  (C)  Eagle's  share  of distributable cash for the period
1/1/97  through  closing,  as described in 3, above.  Any amount payable under
subsection  B  of  this paragraph that has not been paid to Eagle on or before
May 20, 1998 shall bear interest at 8%.  The payment of all amounts payable to
Eagle  under this Settlement Agreement shall be and is the personal obligation
of  O'Connor  as  consideration  for  his  acquisition  of  Eagle's membership
interest  in  the  LLC.
6.          Eagle  agrees  to keep confidential the amount being paid to it by
O'Connor and the basis for calculation of such amount, except to the extent it
is  required  to  disclose  any  such  information by any law, statute or rule
applicable  to  it.
7.          Eagle  agrees to cooperate with any reasonable request by O'Connor
regarding  his  tax planning related to the settlement or sale of the property
provided  such  request  is reasonably acceptable to Eagle and its counsel and
does  not  have  any  actual  or  potential  impact  on  Eagle  or  any of the
transactions  described  above.

8.     O'Connor agrees to hold Eagle harmless and indemnify it against any and
all  claims,  loss,  liabilities  or expenses, including reasonable attorney's
fees,  arising  out  of  or  related to the LLC, the Property or the apartment
project  or  its  operation,  including,  but not limited to, any claim by any
party  related  to the settlement of the Litigation or any amounts received by
Eagle  pursuant  to  this Settlement Agreement, excepting only claims by third
parties  based  on  the express acts of Eagle or its officers, shareholders or
representatives  (other  than  the  acts  of  negotiating  and  executing this
Settlement  Agreement,  which  shall be covered by the indemnification), which
claims  shall  not  be  covered  by  the  indemnification  contained  in  this
paragraph.  Any attorney's fees claimed by Eagle under this paragraph shall be
payable  by  O'Connor unless a court of competent jurisdiction determines that
the  amount  of such fees exceeds a reasonable amount under the circumstances,
in  which  case  O'Connor  shall  be  required  to  pay  only such fees as are
determined  to  be  reasonable by such court.  Eagle agrees not to voluntarily
cooperate  with  any  person  in  asserting  or  supporting  any claim against
O'Connor  or the LLC except (i) with respect to Eagle's claims which arise out
of  either  the  Litigation,  if  the  Litigation  goes  to  trial pursuant to
paragraph 10, or this Settlement Agreement, or (ii) to the extent that Eagle's
cooperation  is  legally  required  by  the Colorado Rules of Civil Procedure,
court  order  or  other  legal  requirement  applicable  to  Eagle.
9.          O'Connor  agrees that if he breaches any of the provisions of this
Settlement  Agreement  and  the  sale  of  Eagle's  interest in the LLC is not
transferred  to  O'Connor  as a result of such breach, O'Connor will resign as
Manager  of  the  LLC,  a person elected by a majority of members of the Sales
Committee  will  become  the Manager of the LLC, and Eagle will be entitled to
have  a  court of competent jurisdiction order such change upon a finding of a
breach  hereunder  by  O'Connor.    In  the  event  that Eagle determines that
O'Connor  has committed any breach of any of the provisions hereof, Eagle will
give  to O'Connor written notice of such breach.  If such breach is curable by
O'Connor,  he  shall  have five (5) business days to cure such breach.  In the
event  of  a  cure of the breach within such five (5) day period, such that no
breach  is then occurring, O'Connor will be deemed not to be in breach of this
Settlement  Agreement.
10.       Eagle and O'Connor agree to immediately file a joint motion for stay
of  the  Litigation.    Subject  to  the  provisions of paragraph 7, after the
performance  of all acts required of O'Connor hereunder, Eagle will deliver to
O'Connor  a written assignment of its membership interest in the LLC.  At such
time, Eagle and O'Connor agree to and shall be deemed to waive and release all
claims  contained  in  the  Litigation  and  they shall file a joint motion to
dismiss  the  Litigation with prejudice.  If, prior to such time, either party
hereto  determines,  in  its  sole  discretion,  that  the  other party is not
proceeding  in  good  faith  to  perform  the  duties  imposed  on  it by this
Settlement Agreement, the party making such determination shall have the right
to  file a motion with the Court in which the Litigation is pending requesting
that  the  stay  of  the  Litigation  be lifted, and upon the filing of such a
motion,  the  parties  agree that it shall be their intent and desire that the
Court  lift  the  stay  and  order  that  the  Litigation  proceed  to  trial.
11.         If any litigation is filed to enforce the terms of this Settlement
Agreement,  the  prevailing  party  will  be entitled to recover all costs and
expenses  incurred  in  connection  with such litigation, including reasonable
attorneys'  fees.
12.          O'Connor personally guarantees to Eagle the prompt payment of all
amounts  payable  to  Eagle  pursuant  to  this  Settlement  Agreement.   This
guarantee  is  a  guarantee  of payment and not of collection, is absolute and
shall  not  be  conditioned  or  limited in any way based on the occurrence or
non-occurrence  of  any  event  or  the receipt of any money or other specific
asset  by  O'Connor,  provided,  however,  that  O'Connor  shall  enjoy and be
entitled  to  exercise  any  rights  provided to him under Colorado law in the
event  of  a  breach  of  this  Settlement  Agreement  by  Eagle.
13.        In the event of any dispute or conflict between any of the terms of
this  Settlement  Agreement  and  any  other document to which either Eagle or
O'Connor is a party, the provisions of this Settlement Agreement shall control
and  be  binding  on  Eagle  and  O'Connor.
EAGLE  DEVELOPMENT  COMPANY,  a  Colorado  corporation
By:___________________________________
     Paul  M.  Joeckel,  President

_______________________________________
TERRENCE  J.  O'CONNOR